REGULATED
INFORMATION
25 May 2018 - 7:00 pm
CEST
GHENT, Belgium,
25 May 2018, (7:00 pm CEST) - Ablynx [Euronext
Brussels and Nasdaq: ABLX] a late-stage clinical
biopharmaceutical company utilising its proprietary Nanobody®
platform to develop treatments for a broad range of therapeutic
indications with an unmet medical need, is giving this notice in
relation to the €100,000,000 3.25% senior unsecured convertible
bonds due on 27 May 2020 (ISIN: BE6278650344) issued by the Company
(the "Bonds")
A Change of Control within the
meaning of the terms and conditions of the Bonds ("Terms and
Conditions") occurred on 14 May 2018, following the publication by
Sanofi on 14 May 2018 of the results of the voluntary and
conditional public takeover bid by Sanofi for all of the
outstanding ordinary shares (including shares represented by
American Depositary Shares (ADSs)), warrants and convertible bonds
of the Company.
Following the occurrence of the
Change of Control, Bondholders are entitled to:
-
exercise their rights during the Change of
Control Period to convert their Bonds into shares at the Change of
Control Conversion Price in accordance with Condition 5(b)(x) of
the Terms and Conditions; or
-
exercise their rights during the Change of
Control Period to require redemption of their Bonds on the Change
of Control Put Date (i.e. 7 August 2018) at its principal amount,
together with the accrued and unpaid interest to such date,
pursuant to (and subject to the conditions set out) in Condition
6(e) of the Terms and Conditions.
The Change of Control Period
commenced on 14 May 2018 and ends on 24 July 2018.
The Conversion Price immediately
prior to the occurrence of the Change of Control was €12.6631 per
ordinary share. In accordance with Condition 5(b)(x) of the Terms
and Conditions, the Calculation Agent has determined that the
Change of Control Conversion Price of the Bonds is €11.4300 per
ordinary share. The Closing Price of the Ordinary Shares of the
Company on 24 May 2018, the latest practicable day prior to the
publication of this Change of Control Notice, was €44.96.
Interpretation
Save as otherwise defined in this notice, words and expressions
used herein have the meanings given to them in the Terms and
Conditions.
About
Ablynx
Ablynx is a biopharmaceutical
company engaged in the development of Nanobodies, proprietary
therapeutic proteins based on single-domain antibody fragments,
which combine the advantages of conventional antibody drugs with
some of the features of small-molecule drugs. Ablynx is dedicated
to creating new medicines which will make a real difference to
society. Today, the Company has more than 45 proprietary and
partnered programmes in development in various therapeutic areas
including inflammation, haematology, immuno-oncology, oncology and
respiratory disease. The Company has collaborations with multiple
pharmaceutical companies including AbbVie; Boehringer Ingelheim;
Eddingpharm; Merck & Co., Inc., Kenilworth, New Jersey, USA;
Merck KGaA; Novo Nordisk; Sanofi and Taisho Pharmaceuticals. The
Company is headquartered in Ghent, Belgium. More information can be
found on www.ablynx.com.
On 29 January 2018, Sanofi made an
offer to acquire all of Ablynx's outstanding ordinary shares
(including shares represented by American Depository Shares (ADSs),
warrants and convertible bonds (collectively with the outstanding
ordinary shares, the "Securities")) at a price
of €45 per share, which represents an aggregate equity value of
approximately €3.9 billion. The proposed transaction was
unanimously approved by both the Sanofi and Ablynx Board of
Directors. The offer is comprised of two separate but concurrent
tender offers: (i) a tender offer under the laws of Belgium
for all of the outstanding shares, warrants and convertible bonds
of Ablynx (the "Belgian Offer") and
(ii) a tender offer under the laws of the U.S. for all of the
outstanding shares held by U.S. holders and ADSs held by holders,
wherever located (the "U.S. Offer" and
together with the Belgian Offer, the "Offers"). The initial acceptance period of the tender
offers commenced on 4 April 2018 and expired at 5:00 p.m. ET /
11:00 p.m. CET on 4 May 2018.
Sanofi confirmed on 14 May 2018
that, as of the expiration of the initial acceptance period, a
total of 71,972,994 shares (including 7,446,312 shares represented
by ADSs), 2,594,841 warrants and 975 convertible bonds had been
validly tendered into the Offers and not withdrawn. Sanofi owns
95.60% of the outstanding shares of Ablynx as of the settlement
date of the Offers, of which more than 90% were acquired through
the Offers. Sanofi further confirmed that the Minimum Tender
Condition and the other conditions to the Offers have been
satisfied.
Sanofi has decided to proceed with
a squeeze-out of those Securities not tendered to the Offers in
accordance with applicable Belgian and U.S. law. In this regard,
Sanofi reopened the Offers and commenced the squeeze-out period on
May 22, 2018, to acquire those Securities not previously tendered
into the Offers. The squeeze-out period will expire on June 12,
2018 at 5.00 p.m. New York City time / 11.00 p.m. CEST time.
Please see below for more
information on the tender offers.
For more information, please
contact
Ablynx
Dr Edwin Moses
CEO
t: +32 (0)9 262 00 07
m: +32 (0)473 39 50 68
e: edwin.moses@ablynx.com
Lies Vanneste
Director Investor Relations
t: +32 (0)9 262 01 37
m: +32 (0)498 05 35 79
e: lies.vanneste@ablynx.com
Ablynx media
relations:
Consilium Strategic Communications
Mary-Jane Elliott, Philippa Gardner, Sukaina Virji
t: +44 (0)20 3709 5700
e: ablynx@consilium-comms.com
Joele Frank, Wilkinson Brimmer
Katcher
Dan Katcher or Joseph Sala
t: +1 212 355-4449
Disclaimer
Certain statements, beliefs and opinions in this press release are
forward-looking, which reflect the Company or, as appropriate, the
Company directors' current expectations and projections about
future events. By their nature, forward-looking statements involve
a number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial effects of the plans and events described herein. A
multitude of factors including, but not limited to, changes in
demand, competition and technology, can cause actual events,
performance or results to differ significantly from any anticipated
development. Forward looking statements contained in this press
release regarding past trends or activities should not be taken as
a representation that such trends or activities will continue in
the future. As a result, the Company expressly disclaims any
obligation or undertaking to release any update or revisions to any
forward-looking statements in this press release as a result of any
change in expectations or any change in events, conditions,
assumptions or circumstances on which these forward-looking
statements are based. Neither the Company nor its advisers or
representatives nor any of its parent or subsidiary undertakings or
any such person's officers or employees guarantees that the
assumptions underlying such forward-looking statements are free
from errors nor does either accept any responsibility for the
future accuracy of the forward-looking statements contained in
this press release or the actual occurrence of the forecasted
developments. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
press release.
Additional information on the Belgian
Offer
An electronic version of the prospectus (including
the forms) can be found on the websites of the Receiving &
Paying Agents (for BNP Paribas Fortis NV/SA, https://www.bnpparibasfortis.be/epargneretplacer
(French and English) and https://www.bnpparibasfortis.be/sparenenbeleggen
(Dutch and English); for KBC Securities NV/SA in
cooperation with KBC Bank NV/SA, https://www.kbcsecurities.com/prospectus-documents-overviews/prospectus-overview,
https://www.kbc.be,
https://www.cbc.be and
https://www.bolero.be),
Sanofi (https://www.sanofi.com/en/investors/tender-offers-ablynx
and https://www.sanofi.com/fr/investisseurs/offres-ablynx)
and Ablynx (http://www.ablynx.com/investors/sanofi-takeover-bid/).
The Prospectus can also be obtained in hard copy free of charge
(i) at the counters of the Receiving & Paying Agents or
(ii) by contacting the Receiving & Paying Agents at
+32 (0)2 433 41 13 (BNP Paribas
Fortis NV/SA), +32 (0)78 15 21 53 (KBC Bank NV/SA, Dutch &
English), +32 (0) 800 92 020 (CBC Banque NV/SA, French
& English) or +32 32 83 29 81 (Bolero by KBC
Securities NV/SA, Dutch, French & English). The Prospectus
is available in English and Dutch. The summary of the prospectus is
also available in French.
The Response
Memorandum is annexed to the prospectus. The Response Memorandum
can also be obtained in hard copy free of charge at the registered
office of Ablynx (Technologiepark 21, 9052 Zwijnaarde (Belgium)).
The Response Memorandum is available in English and Dutch.
Additional Information on the U.S. Offer
This communication is for informational purposes
only and is neither a recommendation, an offer to purchase nor a
solicitation of an offer to sell any Securities of Ablynx. Sanofi
has filed a Tender Offer Statement on Schedule TO with the SEC and
Ablynx has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC. Holders of Securities are urged to
carefully review the documents that were filed by Sanofi and Ablynx
with the SEC because these documents will contain important
information, including the terms and conditions of the tender
offer.
The offer to purchase, the
related ADS letter of transmittal and certain other tender offer
documents, as well as the Solicitation/Recommendation Statement are
available to all holders of Securities of Ablynx at no expense to
them. These documents are available for free at the SEC's website
at www.sec.gov. Additional copies may be obtained for free by
contacting Sanofi at ir@Sanofi.com or on
Sanofi's website at https://en.Sanofi.com/investors. You should read the filings made by Sanofi and Ablynx
with the SEC carefully before making a decision concerning the U.S.
Offer.
pdf version of the press
release
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Ablynx via Globenewswire
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